UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
______________________
Date of Report (Date of earliest event reported): October 13, 2021 | | |
| OrthoPediatrics Corp. |
| (Exact name of registrant as specified in its charter) |
| | |
| Delaware |
| (State or other jurisdiction of incorporation) |
| | | | | |
| 001-38242 | 26-1761833 |
| (Commission File Number) | (I.R.S. Employer Identification Number) |
| | | | | |
2850 Frontier Drive Warsaw, Indiana | 46582 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (574) 268-6379 | | |
| Not Applicable |
| (Former name or former address, if changed since last report) |
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | | | | | | | |
| Title of Each Class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, $0.00025 par value per share | | KIDS | | Nasdaq Global Market |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: | | | | | |
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☒
Item 2.02. Results of Operations and Financial Condition.
On October 13, 2021, OrthoPediatrics Corp. (the "Company”) issued a press release announcing its preliminary unaudited revenue for the third quarter ended September 30, 2021 and providing a related business update. The press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 2.02, including the information incorporated by reference herein from Exhibit 99.1, is furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
The Company's preliminary quarterly revenue estimate included in this Form 8-K is subject to the completion of certain audit and review procedures, which may result in adjustments being reflected in our actual results. The Company has also reiterated its 2021 total revenue guidance in this Form 8-K. The Company’s actual results for the quarter ended September 30, 2021 and total revenues for the year ended December 31, 2021 could differ materially from the estimates provided in this Form 8-K. You should refer to the “Risk Factors” section of the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 11, 2021, as updated and supplemented by our other SEC reports filed from time to time, for a discussion of important factors that may cause our actual results to differ materially from those expressed or implied by these forward-looking statements. Given these risks, uncertainties and other factors, many of which are beyond our control, you are cautioned not to place undue reliance on these forward-looking statements. The Company undertakes no obligation to publicly release the results of any revision or update of the forward-looking statements, except as required by law.
Item 9.01. Financial Statements and Exhibits.
| | | | | | | | |
| (d) | Exhibits | |
| Exhibit No. | Description |
| | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* * * * * *
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | | | |
| OrthoPediatrics Corp.
|
| | |
| Date: October 13, 2021 | By: | /s/ Daniel J. Gerritzen |
| | Daniel J. Gerritzen,
General Counsel and Secretary |
